Statement of Changes in Beneficial Ownership (4)
March 10 2020 - 5:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Loughmiller Eric M. |
2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc.
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KAR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CFO |
(Last)
(First)
(Middle)
C/O: KAR AUCTION SERVICES, INC., 11299 NORTH ILLINOIS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2020 |
(Street)
CARMEL, IN 46032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/6/2020 | | P | | 49150 | A | $18.34 (1) | 241497.389 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $11.74 | | | | | | | (3) | 2/27/2024 | Common Stock | 97204.0 | | 97204 | D | |
Restricted Stock Units | (4) | | | | | | | (5) | (5) | Common Stock | 1367.0 | | 1367 | D | |
Restricted Stock Units | (4) | | | | | | | (6) | (6) | Common Stock | 4707.0 | | 4707 | D | |
Restricted Stock Units | (4) | | | | | | | (7) | (7) | Common Stock | 12793.01 | | 12793.01 | D | |
Restricted Stock Units | (4) | | | | | | | (8) | (8) | Common Stock | 16038.485 | | 16038.485 | D | |
Restricted Stock Units | (4) | | | | | | | (9) | (9) | Common Stock | 15450.0 | | 15450 | D | |
Explanation of Responses: |
(1) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.34 to $18.35 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | Includes 2,075.806 shares acquired pursuant to the Company's Employee Stock Purchase Plan. |
(3) | All of these options are currently exercisable. |
(4) | Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. |
(5) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vested on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date. |
(6) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date. |
(7) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on March 2, 2021, assuming continued employment through the applicable vesting date. |
(8) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date. |
(9) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on February 21, 2021, one-third of these restricted stock units vest on February 21, 2022 and the remaining one-third of these restricted stock units vest on February 21, 2023, assuming continued employment through the applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Loughmiller Eric M. C/O: KAR AUCTION SERVICES, INC. 11299 NORTH ILLINOIS STREET CARMEL, IN 46032 |
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| EVP & CFO |
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Signatures
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Charles S. Coleman as Attorney In Fact | | 3/10/2020 |
**Signature of Reporting Person | Date |
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